Directors Report of CDR Health Care Ltd.

Mar 31, 2013

To The Members of M/s.CDR Healthcare Limited,

The Directors have pleasure in presenting the 26th Annual Report of the Company together with Audited Accounts for the year ended 31-03-2013.

FINANCIAL RESULTS

(Rs. in lakhs)

YEAR ENDED YEAR ENDED 31-03-2013 31-03-2012 Total Income 13.49 22.02

Profit before Tax 0.06 0.13

Balance brought forward (48.98) (49.11)

Balance carried forward (48.93) 48.98)

OPERATIONS

During the year, the turnover of the company is R s.13.49 Lakhs. During the year the company posted net profit of Rs. 0.06 Lakhs.

LEGAL DISCLOSURES:

1. Your company has filed a WPMP no: 19398/ 2013 on 30/4/2013 in Hon''ble High Court of Ap in WP No: 27825/2009 against Ministry of Health & Family Welfare, Govt. of India, for payment of missed bills by CGHS worth about Rs. 71 Lakhs along with the interest.

2. Your company has filed a WPMP No: 28717/ 2013 on 2/8/2013 in Hon''ble High Court of Ap in WP No. 27825/2009 against Ministry of Health & Family Welfare, Govt. of India, for payment of disallowed bills by CGHS worth about Rs. 720 Lakhs along with the interest against Bank guarantee.

3. Your company has filed a WPMP No. 28716/ 2013 on 2/8/2013 in Hon''ble High Court of Ap in WP No. 27825/2009 against Ministry of Health & Family Welfare, Govt. of India, for re-scrutiny of bills pertaining to 2000-03 of all hospitals as directed by CBI and release the amounts due along with interest.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy: Reporting under Energy conservation is not applicable to your Company. However, the Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b) (i) Research and Development (R & D):

No research and Development has been carried out during the reporting period.

(ii) Technology Absorption, adaptation and innovation:- No technology either indigenous or Foreign is involved.

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendmnet Rules 2011, the Directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

DIRECTORS

1. Sri M. Ranga Reddy retires by rotational the ensuing Annula General Meeting and being eligible offers himself for re-appointment.

2. During the year, Dr. C. Jayasree resigned from the Board w.e.f. 21-01-2013. The Board placed on record its sincere appreciation for the valuable services rendered by her during her tenure as Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:

1) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2) that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit & Loss of the company for that period;

3) that your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) that your Directors have prepared the annual accounts on a going concern concept.

AUDITORS:

M/s. P. Murali & Co., Chartered Accountants, retiring auditors of the Company being eligible offer themselves for reappointment as auditors of the Company. M/s. P.Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224 (1B) of the Companies Act, 1956. The members are requested to reappoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

STATEMENT PURSUANT TO LISTING AGREEMENT

Presently the company''s Equity shares are listed at the Bombay Stock Exchange Limited (BSE), Mumbai and company has paid the listing fees to the Bombay stock exchange for the year 2013-14.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance forming part of the Directors'' Report is enclosed.

PERSONNEL

The relations between the management and the staff were very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

DEPOSITS

The company has not accepted any deposits during the year.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the support extended by Government Authorities, Company Bankers, Customers and Shareholders of the Company.

Your directors also wish to place on record their appreciation for the sincere services rendered by the employees of your Company during the year. Their dedication, teamwork and efficiency have been commendable.

BYORDER OF THE BOARD OF DIRECTORS

for CDR HEALTHCARE LIMITED

SD/- SD/-

(D. BHASKAR REDDY) (M. RANGA REDDY)

DIRECTOR DIRECTOR

PLACE : HYDERABAD

DATE : 10.08.2013